Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER WITH RESPECT TO THE COVERED SHARES. (b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXX X. XXXXXXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementAgreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH SOUTHCROSS HOLDINGS PARTY HEREBY GRANTS TO, AND APPOINTS, PARENTAMID, THE EXECUTIVE OFFICERS OF PARENTAMID AND AMID GP, AND ANY OTHER DESIGNEE OF PARENTAMID, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH SOUTHCROSS HOLDINGS PARTY’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES VOTING INTERESTS AS INDICATED IN SECTION 1 SOLELY WITH RESPECT 1, SUBJECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGTHE LIMITATIONS CONTAINED THEREIN. SHAREHOLDER EACH SOUTHCROSS HOLDINGS PARTY INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH SOUTHCROSS HOLDINGS PARTY WITH RESPECT TO THE COVERED SHARESVOTING INTERESTS (THE SOUTHCROSS HOLDINGS PARTY REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, QUINTILES AS SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (SUCH SHAREHOLDER REPRESENTING TO QUINTILES THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) It is hereby agreed that Quintiles will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 2 2(a) shall expire automatically terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this AgreementTermination Date, in each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, PARENT AND ANY OTHER EACH INDIVIDUAL DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATEOF THIS AGREEMENT) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SECURITIES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING7. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATEOF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND AGREES TO TAKE SUCH FURTHER ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY, AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSECURITIES (AND THE STOCKHOLDER HEREBY REPRESENTS AND WARRANTS TO PARENT THAT EACH AND EVERY SUCH PROXY PREVIOUSLY GRANTED IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 9(a) shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING3. SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF STOCKHOLDER. (b) The proxy granted in this Section 2 4 shall automatically expire and be deemed automatically revoked upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 HEREOF, THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, COMPANY AND ANY OTHER DESIGNEE OF PARENTTHE COMPANY, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SHAREHOLDERTHE STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE OR GRANT WRITTEN CONSENT OR APPROVAL IN RESPECT OF THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED AT ANY MEETING OF PARENT’S STOCKHOLDERS OR AT ANY ADJOURNMENT THEREOF OR IN ANY OTHER CIRCUMSTANCES UPON AT SUCH MEETINGWHICH THEIR VOTE, WRITTEN CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE SUPPORTED MATTERS. (b) The Stockholder agrees to take such further action or execute such other documents or certificates evidencing such proxy as the Company may reasonably request or as may be necessary to effectuate the intent of this proxy. SHAREHOLDER INTENDS The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND SECTION 2 IS COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH RESPECT TO THE COVERED SHARES. (b) ITS TERMS. The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER ANY STOCKHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 PROMPTLY OR AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS STOCKHOLDERS OF THE COMPANY CONVENED LIBERTY OR IN RESPONSE TO A REQUEST FROM LIBERTY FOR THE PURPOSES SET FORTH IN SECTION 1ACTION BY WRITTEN CONSENT WITH RESPECT TO ANY COVERED PROPOSALS, THEN SHAREHOLDER then eACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS MEMBERS OF PARENT, THE SPECIAL COMMITTEE AND ANY OTHER DESIGNEE OF PARENTTHEREOF, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) , SUCH STOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO THE COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST UNTIL THE TERMINATION DATE. EACH STOCKHOLDER WILL, UNTIL THE TERMINATION DATE, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO VOTING THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO THE COVERED SHARESPROPOSALS. (b) The Notwithstanding the foregoing, the proxy and power of attorney granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 HEREOF, THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, PARENT AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SHAREHOLDERTHE STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE OR GRANT WRITTEN CONSENT OR APPROVAL IN RESPECT OF THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED AT ANY MEETING OF THE COMPANY’S STOCKHOLDERS OR AT ANY ADJOURNMENT THEREOF OR IN ANY OTHER CIRCUMSTANCES UPON AT SUCH MEETINGWHICH THEIR VOTE, WRITTEN CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE SUPPORTED MATTERS. (b) The Stockholder agrees to take such further action or execute such other documents or certificates evidencing such proxy as Parent may reasonably request or as may be necessary to effectuate the intent of this proxy. SHAREHOLDER INTENDS The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND SECTION 2 IS COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH RESPECT TO THE COVERED SHARES. (b) ITS TERMS. The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, XXXXXXXX X. XXXXX AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS SUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENTXXXXXXXX X. XXXXXXXX, THE OFFICERS OF PARENTXXXXXX X. XXXX, XXXXXXXXX X. XXXX AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) SUCH COVERED UNITHOLDER’S, AS APPLICABLE, PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENTXXXXX X. XXXXX, THE OFFICERS OF PARENT, XXXXXXXXXXX X. XXXXXXX AND XXXXXX X. XXXXXXX AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS SUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTJ. XXXXXXX XXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE ACMP CONFLICTS COMMITTEE OR THE WPZ CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND THE UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNITHOLDER HEREBY REPRESENTS TO WPZ AND ACMP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH QUINTILES SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1. EACH QUINTILES SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (SUCH QUINTILES SHAREHOLDER REPRESENTING TO IMS HEALTH THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) It is hereby agreed that IMS Health will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 2 2(a) shall expire automatically terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this AgreementTermination Date, in each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN THREE (3) BUSINESS DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST FROM PARENT TO DO SO, AND TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination Termination Date of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENTFAZE, THE EXECUTIVE OFFICERS OF PARENTFAZE, AND ANY OTHER DESIGNEE OF PARENTFAZE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION EXPIRATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT 2.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGSECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. SHAREHOLDER THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION EXPIRATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY FAZE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER HEREBY REPRESENTING TO FAZE THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 2.2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENTGAMESQUARE, THE EXECUTIVE OFFICERS OF PARENTGAMESQUARE, AND ANY OTHER DESIGNEE OF PARENTGAMESQUARE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION EXPIRATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT 2.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGSECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. SHAREHOLDER THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION EXPIRATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY GAMESQUARE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER HEREBY REPRESENTING TO GAMESQUARE THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 2.2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXX XXXXXX AND XXXXXXXX XXXXX, AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE MLP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND THE UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNITHOLDER HEREBY REPRESENTS TO MLP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN THREE (3) BUSINESS DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST FROM PARENT TO DO SO, AND TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination Termination Date of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER HEREBY STOCKHOLDER GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, PARENT AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S SHAREHOLDERS, (II) VOTE, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO VOTE, THE COVERED SHARES OWNED AT THE TIME OF THE RECORD DATE FOR SUCH MEETING AS INDICATED IN SECTION 1 SOLELY AT ANY AND ALL MEETINGS OF THE COMPANY’S SHAREHOLDERS AND (III) GRANT OR WITHHOLD, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO GRANT OR WITHHOLD, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1, ALL WRITTEN CONSENTS WITH RESPECT TO THE COVERED PROPOSALS TO BE CONSIDERED SHARES OWNED AT THE TIME OF SUCH WRITTEN CONSENT AT ANY AND VOTED UPON AT SUCH MEETINGALL MEETINGS OF THE COMPANY’S SHAREHOLDERS. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE SHAREHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). EACH SHAREHOLDER HEREBY FURTHER AFFIRMS THAT (I) THE PROXY SET FORTH IN THIS SECTION 1 IS GRANTED IN CONSIDERATION OF, AND AS AN INDUCEMENT TO, PARENT AND MERGER SUB ENTERING INTO THE MERGER AGREEMENT AND (II) THAT SUCH PROXY IS GIVEN TO SECURE THE OBLIGATIONS OF SUCH SHAREHOLDER UNDER SECTION 1. (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement. (c) Each Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file such proxy and any substitution or revocation with the Secretary of the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE at least five (5) BUSINESS DAYS PRIOR TO Business days prior to (OR or TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION attempts to take any actions inconsistent with the actions set forth in Section 1 PRIOR TO OR ATprior to or at) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION convened for the purposeS set forth in Section 1, THEN then SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER WITH RESPECT TO THE COVERED SHARES. (b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF ANY SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES. (b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXX XXXXX, AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) SUCH COVERED UNITHOLDER’S, AS APPLICABLE, PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE GP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTH. XXXXX XXXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE WPZ CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND THE UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNITHOLDER HEREBY REPRESENTS TO WPZ THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENTD. XXXXXX XXXXXXXX, THE OFFICERS OF PARENTXXXXXXX X. XXXXX, XXXX X. XXXXXX AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) SUCH COVERED UNITHOLDER’S, AS APPLICABLE, PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2 OF THIS AGREEMENT. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE GP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO, SUBJECT TO SECTION 3 HEREOF, TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN 5 BUSINESS DAYS AFTER THE COMMENCEMENT OF THE OFFER, AND TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 4 shall automatically expire automatically upon the termination Termination Date of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF ONLY IN THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT EVENT EQUITYHOLDER DOES NOT COMPLY WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING PROVISIONS OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1THIS AGREEMENT, THEN SHAREHOLDER EQUITYHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDEREQUITYHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) FOR AND ON BEHALF OF EQUITYHOLDER, FOR AND IN THE NAME, PLACE AND STEAD OF EQUITYHOLDER, TO: (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S STOCKHOLDERS, AND (II) VOTE, EXPRESS CONSENT OR DISSENT OR ISSUE INSTRUCTIONS WITH RESPECT TO VOTE THE COVERED SHARES SECURITIES AS INDICATED IN SECTION 1 SOLELY 2.1 WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER EQUITYHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER EQUITYHOLDER WITH RESPECT TO THE COVERED SHARESSECURITIES (AND EQUITYHOLDER HEREBY REPRESENTS TO PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE). EQUITYHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 2.2 IS GIVEN IN CONNECTION WITH AND GRANTED IN CONSIDERATION OF AND AS AN INDUCEMENT TO PARENT AND MERGER SUB TO ENTER INTO THE MERGER AGREEMENT AND THAT SUCH PROXY IS GIVEN TO SECURE THE OBLIGATIONS OF EQUITYHOLDER UNDER SECTION 2.1. (b) The proxy granted in this Section 2 2.2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING3. SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF STOCKHOLDER. (b) The proxy granted in this Section 2 4 shall automatically expire and be deemed automatically revoked upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXX X. XXXXXX XX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementAgreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENTXXXX X. XXXXXXXXX, THE OFFICERS OF PARENTXXX XXXXX, AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) SUCH COVERED UNITHOLDER’S, AS APPLICABLE, PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE AUDIT COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY FROM AND AFTER THE DATE HEREOF UNTIL THE DATE OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION, THEN SHAREHOLDER EACH UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXXX XXXXX AND XXXXX X. XXXXXX, AND ANY OTHER ANDX PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS SUCH UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXECUTE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE DATE OF TERMINATION DATEAND EXCEPT AS TO ANY ANDX PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS APPROPRIATELY REVOKED) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO ANDX AND MPLX THAT ANY SUCH OTHER PROXY IS REVOCABLE). EACH UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, PARENT AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLYALONE OR TOGETHER, SHAREHOLDERTHE STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), FOR AND IN THE STOCKHOLDER’S NAME, TO VOTE OR GRANT CONSENT OR APPROVAL IN RESPECT OF THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED AT ANY MEETING OF THE COMPANY’S STOCKHOLDERS OR AT ANY ADJOURNMENT THEREOF OR IN ANY OTHER CIRCUMSTANCES UPON AT SUCH MEETING. SHAREHOLDER INTENDS WHICH THEIR VOTE, CONSENT OR OTHER APPROVAL IS SOUGHT IN FAVOR OF THE SUPPORTED MATTERS. (b) The Stockholder agrees to execute in a timely manner such documents or certificates evidencing such proxy as Parent may reasonably request. (c) The Stockholder represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable, and that any such proxies are hereby revoked by entering this Agreement. (d) THE STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND SECTION 2 IS COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH RESPECT TO THE COVERED SHARES. (b) ITS TERMS. The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement. (e) The Stockholder hereby affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The power of attorney granted by the Stockholder hereof is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity (as applicable) of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTH. XXXXX XXXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE WPZ CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND THE UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNITHOLDER HEREBY REPRESENTS TO WPZ THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementAgreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTBXXXX X. XXXXXXXX AND CXXX XXXXXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL AS THE TERMINATION DATE) UNITHOLDERS’ PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE AGP BOARD) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDERS WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO AHGP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE SHAREHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF SHAREHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SHAREHOLDER. (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN EACH COVERED SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXXXXXXX X. XXXXX, AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) ’S, AS APPLICABLE, PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED SHAREHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED SHAREHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED SHARESSHARES (AND EACH COVERED SHAREHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF ONLY IN THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT EVENT STOCKHOLDER DOES NOT COMPLY WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING PROVISIONS OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1THIS AGREEMENT, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) FOR AND ON BEHALF OF STOCKHOLDER, FOR AND IN THE NAME, PLACE AND STEAD OF STOCKHOLDER, TO: (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY’S STOCKHOLDERS, AND (II) VOTE, EXPRESS CONSENT OR DISSENT OR ISSUE INSTRUCTIONS WITH RESPECT TO VOTE THE COVERED SHARES SECURITIES AS INDICATED IN SECTION 1 SOLELY 2.1 WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSECURITIES (AND STOCKHOLDER HEREBY REPRESENTS TO PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE). STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 2.2 IS GIVEN IN CONNECTION WITH AND GRANTED IN CONSIDERATION OF AND AS AN INDUCEMENT TO PARENT AND MERGER SUBS TO ENTER INTO THE MERGER AGREEMENT AND THAT SUCH PROXY IS GIVEN TO SECURE THE OBLIGATIONS OF STOCKHOLDER UNDER SECTION 2.1. (b) The proxy granted in this Section 2 2.2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH UNIT HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENTXXXXXXX X. XXXXX, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS SUCH UNIT HOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY EXERCISE A WRITTEN CONSENT WITH RESPECT TO (OR VOTE) THE COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGUNITS SOLELY IN ACCORDANCE WITH SECTION 2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND THE UNIT HOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNIT HOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNIT HOLDER HEREBY REPRESENTS THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, TO AND APPOINTS, APPOINTS PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (I) ATTEND ANY AND ALL MEETINGS OF THE COMPANY'S STOCKHOLDERS, (II) VOTE, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO VOTE, THE COVERED SHARES OWNED AT THE TIME OF THE RECORD DATE FOR SUCH MEETING AS INDICATED IN SECTION 1 SOLELY AT ANY AND ALL MEETINGS OF THE COMPANY'S STOCKHOLDERS AND (III) GRANT OR WITHHOLD, OR ISSUE INSTRUCTIONS TO THE RECORD HOLDER TO GRANT OR WITHHOLD, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1, ALL WRITTEN CONSENTS WITH RESPECT TO THE COVERED PROPOSALS TO BE CONSIDERED SHARES OWNED AT THE TIME OF SUCH WRITTEN CONSENT AT ANY AND VOTED UPON AT SUCH MEETINGALL MEETINGS OF THE COMPANY'S STOCKHOLDERS. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST INTEREST, AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY, AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). EACH STOCKHOLDER HEREBY FURTHER AFFIRMS THAT (I) THE PROXY SET FORTH IN THIS SECTION 2 IS GRANTED IN CONSIDERATION OF, AND AS AN INDUCEMENT TO, PARENT AND NEWCO ENTERING INTO THE MERGER AGREEMENT AND (II) THAT SUCH PROXY IS GIVEN TO SECURE THE OBLIGATIONS OF SUCH STOCKHOLDER UNDER SECTION 1. (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement. (c) Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution, and to file such proxy and any substitution or revocation with the secretary of the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, XXXX XXXX AND XXXX XXXXXXX AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER TE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXXXXXXX X. XXXXX, AND ANY OTHER DESIGNEE OF PARENTPROXY DESIGNEE, EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS TE’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE PARTNERSHIP CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST INTEREST, AND TE WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER TE WITH RESPECT TO THE COVERED SHARESUNITS (AND TE HEREBY REPRESENTS TO THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2 HEREIN. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES THAT IS INCONSISTENT WITH SUCH PROXY (SUCH STOCKHOLDER REPRESENTING TO PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF EACH STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS OF EACH STOCKHOLDER. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER ENCAP HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXX X. XXXXXXXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERAS ENCAP’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE SPECIAL COMMITTEE) AND COUPLED WITH AN INTEREST INTEREST, AND ENCAP WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER ENCAP WITH RESPECT TO THE COVERED SHARESSHARES (AND ENCAP HEREBY REPRESENTS TO THE OTHER PARTIES THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH SUPPORTING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AMID AND ANY OTHER DESIGNEE OF PARENTAMID, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH SUPPORTING PARTY’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN SECTION 1 SOLELY ACCORDANCE WITH RESPECT TO ARTICLE 2; PROVIDED THAT NOTWITHSTANDING THE GRANT OF THIS IRREVOCABLE PROXY, EACH SUPPORTING PARTY MAY VOTE ITS COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGUNITS IN ACCORDANCE WITH ARTICLE 2 BY PROXY OR OTHERWISE. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY WHOSE DESIGNATION AS A PROXY IS REVOKED BY THE AMID CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND SUCH SUPPORTING PARTY WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER ANY SUPPORTING PARTY WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH OF THE SUPPORTING PARTIES HEREBY REPRESENTS TO AMID THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER CLASS B COMMITTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, APPOINTS THE OFFICERS OF PARENT, COMPANY AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE CLASS B COMMITTEE’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED COMPANY SHARES AS INDICATED SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE COMPANY) AND COUPLED WITH AN INTEREST AND THE CLASS B COMMITTEE WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE CLASS B COMMITTEE WITH RESPECT TO THE COVERED SHARESCOMPANY SHARES (AND THE CLASS B COMMITTEE HEREBY REPRESENTS TO THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementAgreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTPXXXXX X. XXXXXX XX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH COVERED UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH COVERED UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementAgreement in accordance with Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENTTHE SECRETARY OF THE COMPANY, THE OFFICERS OF PARENTTOGETHER WITH HIS OR HER DESIGNEES, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE STOCKHOLDER’S IRREVOCABLE (UNTIL DURING THE TERMINATION DATETERM OF THIS AGREEMENT) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1.01 HEREOF (THE “PROXY”). SHAREHOLDER THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION DATETERM OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES IN CONNECTION WITH THE MATTERS DESCRIBED IN SECTION 1.01 HEREOF (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (bii) The proxy Stockholder’s grant of the Proxy contemplated by subsection (c)(i) above shall be effective if, and only if, the Stockholder fails to vote the Covered Shares in the manner specified in Section 1.01. For the avoidance of doubt, the Proxy shall be effective for all actions by written consent of the stockholders of the Company during the term of this Agreement. (iii) The Stockholder hereby affirms that the Proxy granted in subsection (c)(i) above is given by the Stockholder in connection with, and as a material inducement to the parties thereto to enter into, the Financing Transactions. (iv) The Stockholder will not intentionally take any action or fail to take any action with the primary purpose of causing Seller to fail to recognize the Proxy granted in this Section 2 subsection (c). (v) The Proxy granted in this subsection (c) shall automatically expire automatically upon at the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1TERMINATION DATE, THEN SHAREHOLDER EACH SUPPORTING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AMID AND ANY OTHER DESIGNEE OF PARENTAMID, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH SUPPORTING PARTY’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN SECTION 1 SOLELY ACCORDANCE WITH RESPECT TO ARTICLE 2; PROVIDED THAT NOTWITHSTANDING THE GRANT OF THIS IRREVOCABLE PROXY, EACH SUPPORTING PARTY MAY VOTE ITS COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGUNITS IN ACCORDANCE WITH ARTICLE 2 BY PROXY OR OTHERWISE. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY WHOSE DESIGNATION AS A PROXY IS REVOKED BY THE AMID CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND EACH OF THE SUPPORTING PARTIES WILL, OR WILL CAUSE ITS SUBSIDIARIES TO, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER ANY SUPPORTING PARTY WITH RESPECT TO THE COVERED SHARESUNITS (AND EACH OF THE SUPPORTING PARTIES HEREBY REPRESENTS TO AMID THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2 HEREIN. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (SUCH STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF EACH STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS OF EACH STOCKHOLDER. (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this AgreementTermination Date.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF FROM AND AFTER THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH DATE HEREOF UNTIL THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF TERMINATION DATE, THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENTXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE OF PARENT(AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, SHAREHOLDERTHE UNITHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED SHARES AS INDICATED UNITS SOLELY IN ACCORDANCE WITH SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING2. SHAREHOLDER INTENDS THIS PROXY TO BE IS IRREVOCABLE (UNTIL THE TERMINATION DATEDATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE RRMS CONFLICTS COMMITTEE) AND COUPLED WITH AN INTEREST AND THE UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SHAREHOLDER THE UNITHOLDER WITH RESPECT TO THE COVERED SHARESUNITS (AND THE UNITHOLDER HEREBY REPRESENTS TO RRMS THAT ANY SUCH OTHER PROXY IS REVOCABLE). (b) The proxy granted in this Section 2 3 shall automatically expire automatically upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN QUINTILES SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING1. THE QUINTILES SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (SUCH QUINTILES SHAREHOLDER REPRESENTING TO IMS HEALTH THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) It is hereby agreed that IMS Health will use the proxy granted in Section 2(a) solely in accordance with applicable Law and will only vote the Covered Shares subject to such proxy with respect to the matters and in the manner specified in Section 1. (c) The proxy granted in this Section 2 2(a) shall expire automatically terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this AgreementTermination Date, in each case without any further action by any party.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER HEREBY EACH STOCKHOLDER GRANTS TO, AND APPOINTS, PARENT, THE EXECUTIVE OFFICERS OF PARENT, PARENT AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETINGPROPOSALS. SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARESSHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (b) The proxy granted in this Section 2 shall automatically expire automatically upon the termination of this Agreement.